Good morning, everyone, and welcome to today's presentation. On behalf of the board, thank you very much for joining this morning. We're very excited to announce the proposed merger with Malibu Life Re to create a London-listed U.S. annuities reinsurance platform. The U.S. life insurance sector in which Malibu Life Re plays is vast and growing. There is structural need in the sector to provide competitively priced, institutional-grade reinsurance solutions, and Malibu Life Re is well placed to meet that need. This is an innovative and transformational transaction that solves the structural headwinds impacting the investment trust sector to deliver a unique proposition for shareholders within a London-listed entity. I'd like to thank the Strategy Committee for their thorough and diligent approach, which has led to a compelling transaction that the board is pleased to recommend to shareholders. I'll now hand you over to Dimitri Goulandris, Chairman of the Strategy Committee, Richard Boléat, Independent TPIL Director, and Gary Dombowsky i, Nominated CEO of Malibu Life Re, to talk you through this exciting opportunity. Thank you very much. Good morning. As Chairman of the Strategy Committee, it's my pleasure to summarize for you the recommendation of the committee that has been unanimously approved by the TPIL board. Following a wide-ranging review of strategic options by the committee appointed by the board, a combination of TPIL with Malibu Life Re has been unanimously approved. The proposed all-share combination on a NAV-for-NAV basis creates a fast-growing reinsurance operating company targeting mid-teens ROE by the end of 2027. This unique and innovative opportunity facilitates an orderly transition of TPIL's current investment strategy into a fully capitalized London-listed fixed annuity reinsurance company. Malibu is an established annuity reinsurance platform focused on predictable liabilities within the $1 trillion and growing fixed annuity market in the United States. Malibu is expected to scale at around $5 billion in annual premium by the end of 2027 through the execution of a robust spread-based business model with a highly scalable and efficient operating platform. The mid-teens ROE economics of the business model and the potential re-rating of TPIL shares over time in line with U.S.-listed peers creates an attractive investment opportunity for shareholders. Good morning. Thanks, Dimitri As a reminder, TPIL is an externally managed, Guernsey-domiciled, closed-ended fund investing in the Third Point Offshore Master Fund and has been London-listed since 2007. In the last 12 months, it has traded at an average 12-month discount to NAV of 21.5%. The board of directors created the Strategy Committee in April 2024 and tasked it with conducting a strategy review to consider how the company may best deliver value to shareholders going forward. The committee has now completed its work and has determined and recommended to the board that a merger with Malibu Life Re best satisfies the requirements of its mandate. Malibu Life Re is a Cayman-domiciled and licensed annuity reinsurer established by Third Point in February 2024. It secured an inaugural $3 billion flow reinsurance treaty with a blue-chip U.S. life and annuities platform. The synergistic partnership of that entity with Third Point, a leading alternative asset manager with experience in the insurance industry and fixed income and credit capabilities, presents a powerful combination. The combined entities will be manifested through the acquisition of Malibu Life Re by TPIL in exchange for ordinary shares in TPIL to create a London-listed, Cayman-domiciled fixed annuity reinsurance company. Malibu's ongoing capital needs will be met with periodic master fund redemptions, resulting in a pure-play operating company within 18-36 months following completion. There's a substantial pipeline of growth opportunities, creating a need for near-term deployment of TPIL's capital-generating target mid-teens return on equity by the end of 2027. Good morning. Slide four describes the market in which Malibu will operate. U.S. annuities and retirement market is a $1 trillion market propelled by favorable demographic and macro tailwinds. Since 2020, rising interest rates have reignited demand for fixed annuities as annuities became significantly more attractive to consumers through higher crediting rates. At the same time, the aging U.S. population is creating a long-term demographic tailwind. As more Americans enter retirement, the demand for wealth protection and lifetime fixed income offered through fixed annuities is accelerating. This surge in appeal has driven record-level annuity sales, signaling a powerful shift in consumer behavior towards secure, income-generating products like those that Malibu is pursuing in the market. Together, these trends create a compelling, durable growth opportunity in the fixed annuity and reinsurance space one Malibu is uniquely positioned to capture. Malibu's business model is focused on sourcing simple annuity liabilities, investing these through partnership with Third Point in a high-quality fixed income portfolio, thereby generating a predictable spread and optimizing capital structure through moderate leverage. More specifically, Malibu is currently earning a net yield of 6.8% on its assets and paying in costs of liability and expenses around 5.3%, thereby earning a spread of around 150 basis points. Adding leverage of around 10 times at the asset level, which is conservative relative to some of Malibu's competitors, yields an IRR of around 15%. Slide six provides additional detail about the liabilities Malibu will gather and the way the premiums will be invested. Malibu seeks to reinsure liabilities of two types: MIGAs and FIAs. MIGAs are multi-year guaranteed annuities that provide a guaranteed crediting rate, generally of three or five years. Fixed indexed annuities are annuities that provide the guaranteed return of principal, but their performance is linked to the performance of a selected market index subject to an annual cap. Both products have surrender fees and limited withdrawal benefits. Premiums from sales of these products are invested in a high-quality portfolio in assets that comply with the investment guidelines permitted by the governing insurance regulators. Almost 90% is in fixed income, and the portfolio has an average credit rating of BBB plus. With liabilities of a fixed cost and duration supported by a high-quality duration-matched portfolio, predictable spread income can be earned. Malibu is a Class B3 licensed reinsurer based in the Cayman Islands, which is a primary jurisdiction for the reinsurance of U.S. originated insurance risk. The company was established by Third Point in February 2024, and in Q2 of 2024, the company secured an inaugural $3 billion flow reinsurance treaty with a blue-chip U.S. life and annuities platform and began receiving premiums very shortly afterwards. Since then, Malibu has developed a robust pipeline of reinsurance and U.S. direct M&A opportunities. Page eight describes how we operate Malibu today and our plans for operations in future. Today, we currently utilize an outsourced model with world-class providers supported by Third Point expertise. Service providers include Oliver Wyman for actuarial support. Finance and operations is provided by Artex Limited, a global insurance manager, Third Point, and EY. As we pursue the direct origination strategy, we will insource important functions at a supervisory level, but we'll continue to operate as cost-efficiently as possible. Page nine provides additional information about the management team and the board. I'm looking forward to assuming the role as CEO, and you'll see my background in the life and annuity segment that includes serving as co-founder and CEO of Knighthead Annuity and Life, a startup that entered the annuity space in 2013. I'll be capably supported by Robert Ho, Managing Director of Insurance Solutions at Third Point, and Jeff Liddell, who will be the interim CFO. You will be familiar with the members of the board, and while I won't go through the background of each individual, it is important to note that the board will have a majority of independent members. We've discussed the liabilities at some length in this presentation, but key to success in the reinsurance business is credit selection, origination, plus asset and liability management within the investment guidelines permitted. Third Point has delivered strong asset performance within this asset class for our reinsurance contract. Slide 10 shows that yields on assets acquired by Third Point were on average 2% higher than prevailing yields for comparable corporate bonds. This slide is a summary of the Malibu business plan in the near term and the projected capital requirements. As discussed, the company has already secured an attractive reinsurance treaty with an $800 million per year run rate. In 2025, we believe we can secure a second flow reinsurance treaty in parallel to seeking block transactions. This year, we also intend to acquire a direct writer of annuities in the U.S. or acquire a shell with licenses that would allow us to build out our own platform. In year two, we anticipate adding a third reinsurance transaction and commencing the U.S. direct origination strategy. The required capital to support these plans is also shown, including the funds to be deployed from the master fund. At scale, we expect to be writing $3 billion of reinsurance premium annually and $2 billion of directly written premium through our U.S. operations. By year three, we expect the funds currently in the master fund to be fully deployed in the insurance operations. Slide 12 is a simple depiction of the TPIL NAV deployment into Malibu over time. As Malibu's business grows, investments from the master fund will be redeployed into the reinsurance entity with full drawdown expected in 18-36 months. As discussed before, the 15% IRR that Malibu is likely to generate is very attractive, but beyond this, there's a potential for a re-rating over time if the entity trades towards par or even above it. Over a four-year investment horizon, if TPIL trades to par, this price action would add 6%-8% to the IRR, and if TPIL trades closer to the comparable companies, of around 1.2%, significantly higher, as shown on the next page. The company has agreed to acquire Malibu at its tangible book value in exchange for the issue of new ordinary shares to be valued at the company's NAV per share. As of the 31st of March 2025, Malibu had an unaltered book value of around $68 million. Third Point is expected to contribute a further estimated $15 million-$20 million of equity capital to Malibu during Q2 of 2025. Malibu's ongoing capital needs will be met by periodic redemptions from the master fund, resulting in a pure-play operating company within 18-36 months following completion. The acquisition constitutes a reverse takeover under the U.K. listing rules, with the circular currently expected to be published in June to seek required shareholder approvals for the acquisition and related proposals and to implement any tender offer. Third Point has irrevocably undertaken to vote in favor of the acquisition and the related proposals in respect of circa 4.4 million shares, representing approximately 25% of the company's voting rights. As a result of the reverse takeover, the company's existing listing in the shares in the closed-ended investment fund category will be canceled upon completion of the acquisition, and the company will apply for admission of its shares to the equity shares commercial companies category to be effective immediately following completion, which is expected to occur during Q3 of 2025. The company has conducted extensive market soundings and, as a result, has a high level of confidence that the transaction will be approved when presented to shareholders. TPIL is considering a potential tender offer of at least $75 million to facilitate shareholder rotation for those who cannot or do not want to remain shareholders. This is underwritten by commitments received from existing and new investors at a price representing a discount to NAV of 12.5%. As part of this, Third Point has committed not to tender its approximately 25% of TPIL's issued share capital. Any tender offer will be conditional on shareholder approval of the acquisition and certain related proposals and completion. As you can see here, the transaction is expected to complete in August 2025, and the key dates are shown below. To summarize, TPIL evolves into Malibu, a simple, scalable proposition targeting mid-teens ROE consistent with reference companies and offering the potential for a re-rating over time. A tender will offer liquidity for those who want or need to exit. The transaction is fully diligenced and recommended by the Strategy Committee and approved unanimously by the board. The circular is expected to be published in June 2025. As I think you can hear, we are very excited about the transaction, and we look forward to speaking to you about it over the coming weeks. Thank you again for your time.
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